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TMI Blog2024 (3) TMI 1242X X X X Extracts X X X X X X X X Extracts X X X X ..... pugned order the learned National Company Law Tribunal did not interfere with the striking of action taken by RoC against the appellant company under Section 248(5) of Companies Act, as it was of the view the appellant could not demonstrate it was in operation or carrying on its business or it was otherwise just to restore the name of the company. 2. The Ld. NCLT gave the following reasoning in its order : - 7. After hearing submissions of both the parties and perusing the documents including the ROC's report placed on record, this Bench observes that the Appellant Company has produced Balance Sheet for the Financial Year 2015-16 only, which too depicts 'NIL' revenue from its operations. Further, the Company has not filed or produced Bal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o not find ourselves persuaded to agree with the proposition canvassed by learned counsel for the Appellant that in spite of Appellant's inability to demonstrate that the Company was at the relevant time carrying on business or in operation, the Tribunal had vast powers to order restoration of Company on the ground "or otherwise". This term "or otherwise" has been judiciously used by the legislature to arm the Tribunal to order restoration of a struck off company within the permissible time limit to take care of situations where it would be just and fair to restore company in the interest of company and other stakeholders. Such instances can be innumerable. However, this term "or otherwise cannot be interpreted in a manner that makes ro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny was not carrying out any business or operations. Reference is made to GRS Properties Private Limited Vs. Office of Registrar of Companies decided by this appellate Tribunal on dated 08.02.2023. The appellant had filed along with this appeal the financial statement reflecting the company had fixed and non-current assets, including the amount lying with the bank account and the appellant company admitted that it was their bonafide mistake in not filing the financial statements and in fact the company was to start fresh business in the year 2017 on a land belonging to one M/s Diamond Power Infrastructure Limited but since such company viz DPIL had gone into liquidation, the Chartered Accountant who was common for both the appellant company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with a levy of cost, to prevent aberration of Justice and to promote substantial cause of Justice. 7. Further admittedly the Income Tax Department had initiated proceedings against the appellant which are currently pending and it is necessary to safeguard the interest of the appellant and its stake holders. In Ramesh Kumar Chidlangya & Anr. Vs. Roc & Anr. 2020 SCC online NCLAT 895, it was held the "pendency of litigation warranted restoration of name of the company to Registrar of Companies, so as to safeguard the interest of the company and its stakeholders". 8. Though the Ld. NCLT had relied upon the Judgment of this Tribunal in the matter Alliance Commodities Private Limited vs. Office of Registrar of Companies West Bengal, Company App ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and equitable under Section 252(3) of the Companies Act, 2013 envisage revival/restoration of the company on the rolls of ROC if it is not a shell company or a company dealing with siphoning funds or advancing loan to sister concern. Rather they have a fixed substantial asset worth crores. The company is still sole absolute owner and in possession of the property situated at Bhakti Bhavan Estate, Kulri, Mussoorie and if the company's name is not restored then, of course, it would result to an irreparable loss and prejudice to the appellant and the fixed assets of company would be a deadlock and would result in wastage of property which is, of course, contrary to the public policy. Admittedly the property is free from all encumbrances. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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